


Little Red Riding Gwen

by GrayNeko



Category: Ben 10 Series
Genre: Alien Animal Instincts, Cousin Incest, F/M, Knotting, Omnitrix Malfuntion, Oral Sex, Xenophilia
Language: English
Status: Completed
Published: 2020-12-27
Updated: 2020-12-27
Packaged: 2021-03-11 10:41:44
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 6,411
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28350060
Author URL: https://archiveofourown.org/users/GrayNeko/pseuds/GrayNeko
Summary: Gwen tries to help Ben when he gets stuck in an alien form and things quickly get out of hand.
Relationships: Ben Tennyson/Gwen Tennyson, Blitzwolfer/Gwen Tennyson
Kudos: 67





	Little Red Riding Gwen

**Author's Note:**

> This piece was a give away story as part of a fan raffle over at my HF account for reaching 100 followers. Unfortunately the winner suffered some sort of moral/mental dilemma and deleted their account and works, which is a shame because they were a crazy talented writer. Regardless, this was a really fun piece to write and I hope you all enjoy it.

Gwen tossed and turned restlessly until finally she opened her eyes, slowly taking in the dark interior of the Rustbucket. She rolled to the edge of her bed and peeked over, looking to the bed below. It was as empty as it had been when she first tried to sleep which only made her lips thin in concern, but it wasn't the reason she was awake.

That was thanks to the so called ' _wonderful_ ' changes happening in her body. She would never have guessed that she would be one of the first girls in her grade to reach the cusp of womanhood, not to mention that it would happen while the only two people she could ask for help were her grandfather and male cousin. It had made an uncomfortable situation almost impossibly awkward. Even Grandpa Max, with all of his crazy Plumber experience, wasn't exactly prepared for Gwen getting her first period.

Luckily, Gwen and her mother were both firm believers in always being prepared so Gwen had a small emergency kit with all the necessities to get her through the immediate crisis. It had still been hell though, with unpredictable cramps, soreness springing up in parts of her body at random, and a general sense of exhaustion, all of which just made her irritability almost uncontrollable. Most of that was over now, which truly was a relief because it wasn't like the rest of the world just stopped while she dealt with all of that.

For instance, the night before Ben had gone Blitzwolfer to stop the robbery of a convenient store. Something about encountering what looked like a werewolf while a nearly full moon hung in the sky had taken the fight right out of the crooks but for some reason the Omnitrix never timed out and Ben had spent the whole night and today as his strange wolf-like alien. It didn’t seem to bother Ben all that much, the more often he could be an alien the better in his mind but Gwen and Max were always concerned when the powerful device seemed to malfunction.

Gwen slipped out of bed quietly, she didn't want to wake Max, the stress of making sure she was alright coupled with Ben's current predicament had left him a little frazzled. She eased open the door of a cabinet full of some of Max's more exotic ingredients and reached for the far back of the storage space until her hand closed on a slim, rectangular package. She clutched the chocolate bar tightly as she closed the cabinet door before reaching for a banana on the counter. She had eaten enough of both over the past few days to be sick of them but they had helped and now she found herself struck with cravings occasionally.

She was about to make her way back to her bed and enjoy her snack when she glanced out the window and saw Ben's silhouette. He was sitting some distance from the Rustbucket, his muzzle pointing at the sky as he stared at the full moon. He looked so sad and lonely out there she was suddenly overcome with a desire to check on him. After all even though she'd felt miserable she could still have left the Rustbucket, Ben didn't have that option without causing a scene as an alien. She glanced over her shoulder at Max's sleeping form and then made her way to the door of the Rustbucket, easing it open as quietly as she could.

The cold night air sent a shiver through her and her toes wriggled in the chilly grass. Even quiet as she was Ben's ears twitched and his head turned at her approach, his green eyes shining in the dark. Gwen froze momentarily as Ben looked at her, there was something almost predatorial in his eyes that had the hairs on the back of her neck standing up but then he blinked and tilted his head to the side, suddenly seeming much less animalistic.

"Where'd you get chocolate?" he asked, his tail suddenly wagging gently back and forth.

Gwen nearly sighed, that question right there was the reason her chocolate had been hidden in the first place, Ben just couldn't help himself.

"The last time we saw an alien eat chocolate he nearly died, do you really want to risk that?" she said as she finally reached him. She glanced at him sidelong as she popped a small piece of chocolate into her mouth, sighing softly as the flavor melted on her tongue. Ben let out a great huff of air as he settled back down and returned to looking at the moon.

As Gwen began to dig into her snacks in earnest the cold seeped deeper into her flesh and soon she was shivering in her light pajamas. She stiffened momentarily as an arm wrapped around her and pulled her close to Ben's large frame. She glanced up at him curiously but he seemed to be avoiding looking down at her.

"You were cold, might as well put all this fur to use," he said gruffly.

Gwen almost couldn't believe her ears, Ben was never this considerate. Was it because he'd been cooped all day and was just glad to be outside? Whatever the cause, his body was warm, almost like a space heater, and his fur did feel nice where it brushed against her bare skin. She repositioned herself so she was sitting in his lap and let her head fall back against his chest so she could look up at him.

"So how come you're still awake?"

Ben shrugged his broad shoulders, "Don’t know, I think I feel kinda hungry."

Gwen's mind immediately went to a report she had written for one of her classes last year; if Ben's alien form was anything like a regular wolf he could eat up to a fifth of his body weight in food, which would be a problem since they didn't have that much food in the Rustbucket. Then something about what he said jumped out at her.

"You _think_ you're hungry?"

"Yeah, it's weird but hungry is the only way I can describe it. I've been feeling it since yesterday and it's only gotten stronger since then and did you know you smell really good right now?"

Gwen had been listening intently, trying to determine the source of Ben's problem when his question caught her completely off guard. She tensed as instinctual alarms went off in her head but her rational mind kept her from moving as she told herself she never had anything to fear from Ben; he might be a dork but he'd never hurt her.

"Ben, I think it's time I got back to bed," she said, trying not to betray how nervous she suddenly felt as she prayed his senses weren't sensitive enough to pick up on her racing heart. It really wasn't that she thought he would hurt her, but the idea having to explain all of that and the awkwardness that would come with it was what she truly feared.

She made to stand up but Ben's hands closed on her waist and roughly turned her about until she was facing him. Gwen dropped all pretense of calm as she struggled and kicked, fighting to free herself from his powerful claws. She opened her mouth to scream at him but lost her voice as his beastial visage came nose to nose with her.

"Why do you smell so good?"

There was a desperate edge to his voice that surprised her, and if not for the fact that she had a front row seat view of his many, many sharp teeth it might have dulled her fear a little.

"I… I don't know Ben. Put me down and we can figure this out together. I want to help you," she said as she mustered all her willpower to sound calm and collected.

For a moment Ben's grip loosened and she thought she saw a spark of recognition in his eyes but then his cold, damp nose pressed against her neck, inhaling deeply. She squirmed indignantly as Ben's nose worked its way back and forth across her body, dipping lower with each pass. As he dragged his nose over her still tender breasts she nearly bit her lip as a twinge shot through her body. It left her panting for air and a flush creeping across her cheeks but Ben seemed to pay her reaction no mind as he descended lower. His hot breath on her stomach made her tense up and then he was taking deep pulls through his nose before his snout slid down and pressed against her inner thigh.

"Ah!" was all Gwen was able to cry weakly as Ben shoved his face between her legs, dragging her mound across the length of his snout as he sniffed in rapid bursts. Gwen winced with her teeth grit, she had learned about stimulating her womanhood in an academic sense but it had left her wholly unprepared for the overwhelming sensation coursing through her as Ben roughly investigated her crotch. It seemed he found the source of his obsession as he lifted her higher until she hung in the air over him so he could press his nose directly against her vulva. As he inhaled deeply she could feel a warmth spreading up into her that was unbearably pleasant, and even worse she was growing damp, a response she was doing everything to fight.

When Ben pulled back she wanted to sag with relief but something told her things were far from over. Her fears were confirmed when she felt her pajamas slide down a little and looked down to find Ben trying to pull her pajama bottoms and panties off with his teeth.

"Ben! No!" she cried in a panic, the fear in her voice reaching some part of him not overrun by alien instinct. He looked up at her pleadingly as he pulled back, his alien face twisted in confusion and arousal.

"Gwen, I don't understand, I can't control myself," he said, his voice full of panic and need.

Gwen's mind raced to think of what the problem could be, if she could figure that out then Ben might go back to normal. Unfortunately the one thing her mind kept coming back to was the last thing she wanted to consider.

"Put me down and we'll figure out what's wrong," she said, swallowing nervously as Ben complied haltingly. She was unsteady as her feet touched the ground and was forced to cling to Ben's arm as her knees wobbled. Once she could stand on her own Ben sank down on to all fours and began circling her, his alien instincts taking over again as he prodded at her crotch again and again with his nose. She did her best to fend him off but every time his nose bumped against her mons pubis or spread her ass cheeks a little her legs threatened to become boneless.

Throughout all of this her eyes carefully studied Ben, difficult as he was making it, and she finally saw something that confirmed her worst suspicions. A hand on Ben's neck stopped him in his tracks as a blush burned across Gwen's while she struggled to find her voice.

"Can you take off your suit?" she finally managed to say, barely able to bring herself to look at Ben as she spoke.

Ben stood back up and looked down at the white covering on his midsection, hooking his claws beneath the material that gripped his chest and slowly prying it off him. As it came off the Omnitrix symbol at his navel remained, almost like a strange piercing but it only distracted Gwen momentarily before what had caught her attention was finally revealed. His erection sprang forth almost comically, no longer confined by the bodysuit it bobbed in the air, a long red shaft that matched Ben's lupine-esque form.

The sight of it must have shocked Ben back to his senses because like any normal ten year old he suddenly hunched over and tried to hide his erection. Something about his sudden shame emboldened Gwen and she stepped closer, gently gripping his arm to get him to turn back towards her.

"It's okay Ben, I think that's the reason you haven't changed back."

A whimpering whine escaped Ben as he looked between Gwen and his cock, "But I haven't been like _this_ the whole time."

That awkwardness that Gwen had been afraid of seemed inescapable now as Gwen swallowed heavily, "I think you're reacting to me."

"What? Did you cast a spell on me or something?"

Gwen let out a frustrated huff of air, of course Ben would make her spell it out, "No, but I did just have my period and I think your form is reacting to that. It… it thinks I'm in heat."

Ben's head cocked to the side, "So what do we do about it?"

Gwen wasn't sure if his naïvety was frustrating or charming, in the end she decided it was actually kind of sweet that his mind hadn't reached the conclusion she had come to. She looked up into his iridescent eyes as she lifted his arm out of the way with one hand and reached out to tentatively grip his shaft with the other. A tremor shot through the both of them, almost as if they had crossed some invisible barrier.

"We're going to take care of it," Gwen said with a faltering smile as her cheeks burned crimson.

"Gwen, we can't…we're cousins… it's… wrong," Ben said, his protests growing weaker as she gripped his cock with both hands and began gently stroking him. Despite his size Ben was at Gwen's mercy, without his alien instincts guiding him he had only the barest grasp of what to do and he was too overwhelmed by these new sensations to recall even that. Not that Gwen minded one bit, despite the oddity of it all she found herself excited by being in control of her first sexual experience and the power she felt as every touch and caress made him groan pleasurably was quickly proving intoxicating.

She closed what little distance there was between her and Ben until his cock was pressing against her chest, the heat of his member suffusing into her body as the tapered tip jutted up past her shoulder. As her breath began to quicken with excitement a potent musky odor assaulted her senses, making her head spin and spurring on her boldness. She wrapped her arms around Ben's shaft and found to her surprise that despite how engorged his dick was it was still quite flexible, bending in her grip until the tip was positioned just below her mouth. Her breath washing over the tip of Ben's cock made him let out a throaty moan that bordered on an impassioned growl.

Full of daring Gwen opened her mouth and guided the tip onto her awaiting tongue. For Ben it was almost enough to make him rear back his head and howl with pleasure as the warm, tight confines of her mouth stirred up primal desires. Gwen moaned excitedly around his cock, the pungent odor from before now filling her mouth and making her heart race as heat flared between her legs. As she struggled to swirl her tongue around the tip of his thick cock she suddenly felt pinpricks all across her scalp. Her gaze shot up to find Ben staring down at her, his eyes full of animalistic lust as his grip on her head tightened just a little more. Gwen's eyes shot open wide in panic as she realized what was about to happen, her arms snapping up in an attempt to brace herself. It did little good against Ben's incredible strength as he pulled her head down onto his cock.

A gurgling cry escaped Gwen as her already full mouth became overcrowded with alien dick until it nearly forced its way down her throat. Her body's reflexive constricting gave Ben pause and as he pulled back Gwen struggled with the daunting task of dislodging his cock from her mouth. Luckily he still wasn't fully erect and she was able to give herself enough room by pulling down on his cock. As it came free a shuddering gasp shook her frame as spittle and precum spilt down her chin.

"Ben, stop!" she croaked, her voice momentarily shot from Ben's rough treatment. She glanced up and found Ben waiting quietly, no sign of recognition that he had done anything wrong. In fact it seemed that his alien form was more in control at the moment from the way he looked at her with barely any recognition. Still, if he followed her orders she wasn't going to complain.

Gwen turned her mind to figuring how to continue, shucking her stained pajama top as she did despite the cool night air, which made her already stiff nipples almost painfully so. After a moment's consideration her bottoms and panties joined it, leaving her stark naked and shivering. Goosebumps ran across her body as she rubbed her arms to ward of the chill before realizing her nude state had drawn Ben's attention. He was studying her intently before suddenly moving closer, giving her no time to react. She closed her eyes as she braced for more rough treatment but was surprised when she was suddenly cocooned in warm fur. She opened her eyes cautiously and found herself once more on Ben's lap, sitting above his cock as his arms wrapped around her, creating a pocket of warmth against the night.

Relaxing into his embrace she was suddenly glad that he seemed to be running more on instinct at the moment, it helped distance him from the usually inconsiderate and rude Ben she knew so well. If not for that she would never have been able to strip so casually, much less do any of the other stuff they had already done or the things they had yet to do. Speaking of which, she had finally figured out what the next step should be.

"Can you lie on your back?" she asked, lifting her head from where it rested on his chest. She almost regretted her decision as he uncurled around her, once more exposing her to the cold, but as he laid back and she found herself perched atop his chest the heat of his body was still enough to abate the worst of it.

She inched forward until she was almost straddling Ben's head, biting her lip as her heart raced, almost fearful of how he might react to what she had planned. Her face flushed as she spread her legs, revealing her equally flushed mound. With one hand keeping her balance she slid the other down her stomach until it reached the peak of her cleft, a soft sigh escaping her as she ran the tips of her fingers up and down her slit.

Gwen had always been a naturally curious girl, which her parents often encouraged though they might have thought twice if they had ever considered that their unusually mature daughter might have been curious about a great many things of an equally mature nature. Being in advanced courses had often put her side by side with older students who lacked any kind of a filter when it came to discussing their hormone fueled promiscuities despite her presence. Rather than being grossed out by what she heard she developed a strange fascination with it all, after all wasn't it the natural progression of all that romance stuff she was constantly being told that she should like just because she was a girl?

Still that didn’t change the fact that her knowledge of masturbation was more clinical than practical, causing her to pause frequently as she grew accustomed to the sensations that shot through her with every caress of her lips. She moaned softly as her body grew hotter and her fingers became damp until they were slick enough for her to dare to slip them inside. This littlest of penetrations made her throw her head back as her whole body trembled, making her wonder excitedly what would Ben's alien cock do to her?

She began to moan louder as she fingered herself more rapidly, spreading her folds apart to reveal the pink walls of her pussy while her thumb sought out her clit as it became swollen. She had heard older girls talk about doing things like this for boys they liked but had never thought she would find herself putting on such a display, especially for Ben of all people. She looked down and saw Ben watching almost hungrily which made her heart race faster until her eyes squeezed shut as she rode out a crescendo of pleasure.

As she moaned through gritted teeth a sudden pressure on both her thighs made her gasp, looking down through scrunched up eyes showed Ben had taken hold of her. He was being quite mindful of his claws as he gripped her firmly, holding her still as his head leaned in, bursts of hot breath that felt cool in comparison to her almost feverish flesh. Another gasp escaped her as his cold nose pushed her hand aside before pressing against her folds, drawing deeply on her scent before sliding up and vigorously bumping her clit. It was all she could do not to twitch and jerk every time his nose made contact with the sensitive nerve bundle and then Ben forced a yelp from her as his tongue ran up the length of her pussy.

She hadn't been prepared for that at all and barely managed to keep herself upright as the flexible muscle nearly engulfed her mound, stimulating everything all at once. He must have really enjoyed how she tasted because the next thing Gwen knew she was being assaulted by his tongue. She fell flat on her back as his tongue both massaged and battered her pussy, every lick ending with a dexterous flick to her clit that made her eyes water but filled her with the most intense but wonderful pleasure she had never known.

She writhed in his grip but Ben was relentless and soon she was biting her knuckle to keep from crying out as her first real orgasm swept over her like a crashing wave. She panted as her body shook with spasm after spasm, struggling to resist a fog of euphoria from settling over her because she knew Ben was far from done. Her instincts were dead on as Ben's tongue began probing her folds again. Her hands shot between her legs to push his snout back as her legs tried to pull free of his grip.

"Wait Ben, give me a second," she begged breathlessly as she continued to fend him off. He finally relented and pulled back, his tongue hanging out the side of his mouth as he watched her. For a moment she understood why Kai Green had been so keen on making him into her pet, but as amazing as it would be to keep him like this she knew it wasn't possible which meant they had to keep going.

It took several tugs at his claws to get him to release her and once she was free she shakily sat up on her knees, some parts of her were feeling a little tender but no worse off than a day of rigorous karate and gymnastics. She shifted until she was lying on her stomach, her legs spread open and the heels of her feet nearly resting on her pert butt cheeks. She looked back at Ben over her shoulder, an anticipative blush darkening her cheeks as she smiled and wiggled her rear at him, "Time for seconds."

Ben didn’t need to be told twice as he grabbed hold of her waist and plunged into her folds once more. Gwen bit her lip to suppress a moan as he ravaged her with his tongue but then her eyes alit on his cock bobbing in the air all alone and reached out to grasp it. A rumbling moan worked its way out of Ben as she guided his cock down and began running her tongue as far along its length as she could reach. Every time she reached the tip she popped his shaft in her mouth and tried to take as much of him as she could before pulling back to gasp for air. She couldn't take much but every time it got a little easier to suppress that tickle that was prelude to a coughing fit. Ben's tongue paused as he growled his approval and then Gwen let a muffled squeal as something clamped over her crotch. Whatever it was gripped her ass and thighs tightly and before she could look back to discover what was going on something pushed its way into her vagina.

Gwen's back arched, causing Ben's cock to pull free of her mouth with an audible 'pop', as the tight confines of her pussy were invaded by a writhing length that squirmed and pressed against her walls. She shuddered and winced as an unpleasant pressure filled her, a grimace twisting her features as she finally managed to turn her head.

For a moment she was confused by what she saw and when it finally clicked she wasn't sure if she was relieved, terrified, or just plain grossed out. Ben had opened his mouth in a way that was unique to Blitzwolfer's form, which involved his snout splitting into four parts and peeling back like the skin of a banana. Usually he only did this to let out a sonic howl to devastating effect but this time he clamped the flexible muscles that formed his snout around her nether region, pressing his strange orifice directly against her slit.

The mystery of where all his teeth went would have to wait for another day as what she could only imagine was his tongue continued to worm its way into her depths, the pressure she felt initially began to abate until it was more an oddity than a discomfort. In fact now that the shock had worn off she had to admit it felt somewhat good as it stirred her up, the thin yet powerful muscle dexterously stroking her walls until it pressed at a sensitive spot that sent jolts up her spine and left her gasping for air. Her mind, barely able to function as it was overwhelmed with pleasure, vaguely connected the sudden and intense bliss shooting through her to something older girls had called the g-spot, though they had whispered about as if it existed only in legend.

Gwen was all too glad to confirm its reality as her body quaked with every shift of his tongue that struck it. She moaned with abandon to the night sky and the moon above as she rocked her hips against Ben instinctively, forcing his grip on her ass and thighs to tighten, much to her unexpected delight. Her hands slowly began to travel up her body, her fingertips feeling like electricity against her skin until they came to her peaked nipples where the slightest tweak rocked her with explosive pleasure. As she pinched herself the walls of her pussy suddenly constricted, apparently trying to strangle his tongue in gratitude as she was rocked with another orgasm, this one so much stronger than the last that she was completely overwhelmed. She collapsed in a sprawl across Ben's abdomen, her eyes glassy from her euphoric high as she panted with content exhaustion.

An involuntary shiver ran through her as Ben's tongue retracted and his snout muscles finally released her ass and thighs. The cold air washing over her flushed mound snapped her back to her surroundings as she reflexively drew in on herself but before she could contemplate what was next, Ben held her close as he sat up. The world shifted rapidly several times before the ground suddenly rushed towards her and when she dared to open her eyes she found herself resting on her hands and knees in the same bed of grass Ben had been lying in. A shadow fell over her and looking up revealed Ben in all his alien glory with his vibrant red cock throbbing with desire.

It seemed Ben knew what he wanted to do next as he lowered himself until she felt the length of his shaft sliding against her folds. Gwen was shaking with anticipation and perhaps just a little fear as she imagined the whole of his cock entering her. One of Ben's arms appeared in front of her as he leaned on it, reinforcing the fear she felt at the size difference between them before a yelp escaped her as the tapered tip of his cock rubbed along her slit.

Ben was surprisingly gentle as he guided his cock to her entrance, the narrow point pushing past her moist folds easily after all the tongue play she'd been put through. There was no sudden pain as he pushed on, her intense physical routines had caused her hymen to tear months ago, but the pressure that had given her pause earlier returned with a vengeance as the true girth of his shaft began to spread her apart. She panted rapidly and tried to fight back a stained grunt as it felt like he had filled her completely only to sag a little as he began to pull back. Her fingers dug into the earth as his cock dragged its way out of her only to come crashing back into her just before she would have felt sweet relief. Gwen's eye nearly rolled up into her head as even more dick crammed its way inside her, the pressure that came with it almost driving her out of her mind.

Ben began to establish an unhurried rhythm that had tears welling up in Gwen's eyes as each thrust crashed over her like a wave, slow and unstoppable until she could barely think from how full she felt. As bad as that was when he pulled out was worse, leaving her gasping and shaking as it felt like she'd been hollowed out, and she could tell there was still so much more of his impressive alien cock that he had yet to squeeze inside her. Finally it was too much for Gwen and she desperately reached for his arm, grasping it tightly as she struggled to get her words out.

"Ben… please… no more… not like this," she mewled as her grip failed her and she sank to the ground, her ass sticking up only because Ben still had a hold of her waist.

Ben stopped mid-thrust and Gwen sighed with relief as he eased himself out of her. Her pussy ached and she could feel it winking as it tried to recover from the battering it had received. She tried to pick herself up but Ben was already scooping her up and rolling her onto her back. She had no strength to fight him as he laid her back down, his hands transitioning to her thighs to spread her legs open once more. She tried to fend him off, convinced her body couldn't take any more at the moment but he let out a low rumbling growl and as she looked up into his eyes she quickly understood that she was no longer in charge.

Fear suddenly coursed through her veins, leaving her trembling like a leaf as his cock once more lined up with the entrance of her pussy. She closed her eyes as she tried to accept her fate by telling herself that if this didn't happen Ben would never go back to normal. It wasn't as comforting as she hoped it would be, leaving her to grit her teeth as Ben thrust forward again. Tense and terrified as she was Gwen was caught completely off guard as jolts of toe curling pleasure shot through her as he drove his cock into her. For a moment she stared vacantly in shock and then Ben pistoned again and she threw her head back in exaltation as amazing warmth filled her which only spurred Ben on. She would never have guessed it but from this angle Ben was able to strike her sweet spot, the length of his cock pressing it perfectly as it slid in and out of her, feeding her brain an almost constant stream of pure bliss.

She clung to one of Ben's arms as he gripped the dirt for purchase, his pace quickening until Gwen was being rocked back and forth vigorously, leaving a small corner of her mind to fret how her back must look like one big grass stain. Ben's free hand suddenly transitioned to her hips, easily lifting them higher and Gwen's vision swam as he sank nearly the whole length of his shaft into her. Every thrust felt like she was riding a battering ram that nearly drove the air from her lungs but despite that Gwen was overcome with pleasure. Ben's pace accelerated again and what little composure Gwen had fled her, leaving her to gasp and moan wildly beneath him as he panted heavily, the occasional growl of pleasure escaping him.

In the recesses of Gwen's mind she was aware that Ben still hadn't completely sheathed his dick in her and that beyond its sheer size there was something she should be worried about when he did. The thought suddenly gained relevance as she felt something slam into her mound, sending a convulsion through her while her back arched. She didn't have time to recover as it struck her again and again, leaving lights flashing before her eyes as her jaw clenched tightly. Finally she caught sight of the perpetrator and her eyes went wide at the size of the swell at the base of Ben's cock, the errant thought finally clicking into place; wolves knot their mate during intercourse and Ben's alien form clearly shared that trait.

For a moment panic gripped her at the thought of having something that looked bigger than a softball forcing its way into her vagina but as quickly as it came it was gone, replaced by lust-induced madness. She had been the one to instigate this whole thing and she would see it through to the end, besides she had managed to take all of his cock so far and even the worst of it hadn't been as bad as she imagined. She reached down and gripped her mound, spreading her folds apart further in invitation as she looked up at Ben with wild longing.

"Come on Ben, do it! Give it to me!" she cried. Ben couldn't hold back anymore and let out a howl as he gripped her shoulders and drove his cock home.

Roaring white noise filled Gwen's ears as his knot stretched her pussy to its limits while the tip of his cock raised a small bump on her abdomen. The pounding of her heart drummed like an alarm in her head, further blocking out the world around her, including the sudden blaring of a certain alien device. She barely registered the flash of light through her eyelids but the sudden disappearance of Ben's girth made her gasp and look for him. She found herself staring into the dazed human face of her cousin before she moaned as he continued thrusting into her, still able to strike her g-spot much to her amazement.

She clung to Ben involuntarily, without his crushing cock wrecking her there was nothing to distract her from the overwhelming euphoria that her g-spot drowned her in. She wrapped her legs around his waist to pull him fully inside her as one last orgasm rocked her, her pussy clamping down on his dick as electric ecstasy coursed through her. Their gazes met again as she trembled with euphoric pleasure and suddenly Ben's eyes opened wide in surprise before he grunted softly as his dick convulsed, a shaky moan escaping Gwen as she felt jet after jet of hot cum spraying inside her. Finally Ben collapsed atop her and her grip slowly slackened until they were lying in a panting heap. They didn't get a chance to stay like that for long, without Blitzwolfer's body heat the cold air quickly descended upon the both of them, forcing life back into their limbs.

Silence surrounded them as they pulled apart, Ben's born from shock and confusion while Gwen struggled to finds the words that would dissipate the awkward cloud that hung over them. She glanced at Ben and found him staring straight ahead, eyes still wide but not really seeing anything. He sat motionless as she crawled over to him, though he did flinch slightly when her arms suddenly wrapped around his chest.

"Gwen-" he tried to say, his voice filled with uncertainty, only to find himself cut off as she kissed him. It wasn't a thing of passion and it wasn't even on the lips but the loving peck on the cheek silenced him all the same as he finally turned to look at her.

"You didn't do anything wrong. In fact you were quite the gentleman for some of it, though there was definitely room for improvement."

Ben wasn't sure what he thought he was hearing and swallowed heavily before voicing his confusion, "Improvement?"

"Well yeah, who knows which of your aliens might have a reaction like that or when for that matter. It wouldn't hurt if we practiced for situations like that in the future."

Ben studied his cousin in the moonlight and couldn't tell for sure if there was a blush of excitement to her cheeks as she smiled slightly or if it was simply a post-orgasmic glow. Either way he was definitely seeing her in a new light as he finally cracked a smile.

"Anyone ever tell you you're pretty awesome for a nerd?"

She shoved him playfully as her blush deepened, "You're not so bad yourself, once you get past that thick dweeby shell."

They shared a laugh before a gust of wind sent shivers through both of them and they hurriedly redressed and crept back to the Rustbucket. Just before Gwen eased the door close she paused as a chorus of wolf howls echoed across the distant wooded hills, the sound sending warmth shooting up through her.


End file.
